UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2000

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
             For the transition period from ......... to ..........
                          Commission File Number 1-7584

                   TRANSCONTINENTAL GAS PIPE LINE CORPORATION
             (Exact name of registrant as specified in its charter)


        Delaware                                              74-1079400
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)

     2800 Post Oak Boulevard
          P. O. Box 1396
          Houston, Texas                                         77251
(Address of principal executive offices)                      (Zip Code)

        Registrant's telephone number, including area code (713) 215-2000

                                      None
             (Former name, former address and former fiscal year,
              if changed since last report)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No
                                              ---    ---
The number of shares of Common Stock, par value $1.00 per share, outstanding as
of June 30, 2000 was 100.

REGISTRANT  MEETS THE CONDITIONS SET FORTH IN GENERAL  INSTRUCTIONS  H(1)(a) AND
(b) OF FORM  10-Q AND IS  THEREFORE  FILING  THIS  FORM  10-Q  WITH THE  REDUCED
DISCLOSURE FORMAT.


<PAGE>





                         PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements.

         Company or Group of Companies for Which Report Is Filed:

Transcontinental Gas Pipe Line Corporation and Subsidiaries (Transco)

     The accompanying  interim condensed  consolidated  financial  statements of
Transco do not include all notes in annual  financial  statements  and therefore
should be read in conjunction  with the  consolidated  financial  statements and
notes  thereto  in  Transco's  1999  Annual  Report on Form 10-K and 2000  First
Quarter Report on Form 10-Q. The accompanying  condensed  consolidated financial
statements  have not been  audited  by  independent  auditors  but  include  all
adjustments  both normal recurring and others which, in the opinion of Transco's
management,  are necessary to present fairly its financial  position at June 30,
2000, and results of operations for the three and six months ended June 30, 2000
and 1999 and cash flows for the six months ended June 30, 2000 and 1999.

     Certain matters discussed in this report, excluding historical information,
include   forward-looking    statements.    Although   Transco   believes   such
forward-looking statements are based on reasonable assumptions, no assurance can
be given that every  objective  will be achieved.  Such  statements  are made in
reliance on the "safe harbor" protections  provided under the Private Securities
Litigation  Reform Act of 1995.  Additional  information about issues that could
lead to material  changes in  performance  is contained in Transco's 1999 Annual
Report on Form 10-K and 2000 First Quarter Report on Form 10-Q.


<PAGE>



                   TRANSCONTINENTAL GAS PIPE LINE CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEET
                             (Thousands of Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                    June 30,              December 31,
                                                                                      2000                    1999
                                                                                -----------------       -----------------

         ASSETS
<S>                                                                               <C>                     <C>
Current Assets:
     Cash                                                                         $        296            $         843
     Receivables:
         Affiliates                                                                      6,324                   14,761
         Others                                                                         45,380                   46,394
     Advances to affiliates                                                            577,947                  481,707
     Transportation and exchange gas receivables:
         Affiliates                                                                        -                        354
         Others                                                                         32,243                   45,611
     Inventories                                                                        63,284                   77,200
     Deferred income taxes                                                              49,730                   68,081
     Other                                                                              16,631                   17,071
                                                                                -----------------       -----------------
         Total current assets                                                          791,835                  752,022
                                                                                -----------------       -----------------

Long-term advances to affiliates                                                        19,948                   13,689
                                                                                -----------------       -----------------

Investments, at cost plus equity in undistributed earnings                              63,538                   58,093
                                                                                -----------------       -----------------

Property, Plant and Equipment:
     Natural gas transmission plant                                                  4,555,862                4,452,101
     Less-Accumulated depreciation and amortization                                    864,345                  791,061
                                                                                -----------------       -----------------
         Total property, plant and equipment, net                                    3,691,517                3,661,040
                                                                                -----------------       -----------------

Other Assets                                                                           167,203                  174,336
                                                                                -----------------       -----------------

                                                                                  $  4,734,041            $   4,659,180
                                                                                =================       =================


       The accompanying  condensed notes are an integral part of these condensed consolidated financial statements.
</TABLE>


<PAGE>



                   TRANSCONTINENTAL GAS PIPE LINE CORPORATION

                CONDENSED CONSOLIDATED BALANCE SHEET (Continued)
                             (Thousands of Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                   June 30,             December 31,
                                                                                     2000                   1999
                                                                                ----------------       ----------------

          LIABILITIES AND STOCKHOLDER'S EQUITY
<S>                                                                              <C>                    <C>
Current Liabilities:
      Payables:
          Affiliates                                                             $     75,236           $     53,440
          Others                                                                       84,390                102,534
      Advances from affiliates                                                          6,489                     -
      Transportation and exchange gas payables:
          Affiliates                                                                    3,233                    868
          Others                                                                        5,783                  7,569
      Accrued liabilities                                                             154,854                133,176
      Reserve for rate refunds                                                        109,125                159,632
                                                                                ----------------       ----------------
          Total current liabilities                                                   439,110                457,219
                                                                                ----------------       ----------------

Long-Term Debt, less current maturities                                               975,095                975,330
                                                                                ----------------       ----------------

Other Long-Term Liabilities:
      Deferred income taxes                                                           878,744                879,506
      Other                                                                           119,998                123,897
                                                                                ----------------       ----------------
          Total other long-term liabilities                                           998,742              1,003,403
                                                                                ----------------       ----------------

Commitments and contingencies (Note 3)

Common Stockholder's Equity:
      Common stock $1.00 par value:
          100 shares authorized, issued and outstanding                                     -                      -
      Premium on capital stock and other paid-in capital                            1,652,430              1,652,430
      Retained earnings                                                               668,664                570,798
                                                                                ----------------       ----------------
          Total common stockholder's equity                                         2,321,094              2,223,228
                                                                                ----------------       ----------------

                                                                                 $  4,734,041           $  4,659,180
                                                                                ================       ================


      The  accompanying  condensed notes are an integral part of these condensed consolidated financial statements.
</TABLE>


<PAGE>



                   TRANSCONTINENTAL GAS PIPE LINE CORPORATION

                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
                             (Thousands of Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                         Three Months Ended
                                                                                              June 30,
                                                                               ----------------------------------------
                                                                                     2000                   1999
                                                                               -----------------      -----------------
<S>                                                                            <C>                    <C>
Operating Revenues:
   Natural gas sales                                                           $     253,502          $     168,277
   Natural gas transportation                                                        222,542                185,656
   Natural gas storage                                                                35,889                 33,891
   Other                                                                               1,313                  1,877
                                                                               -----------------      -----------------
        Total operating revenues                                                     513,246                389,701
                                                                               -----------------      -----------------

Operating Costs and Expenses:
   Cost of natural gas sales                                                         253,503                168,277
   Cost of natural gas transportation                                                 10,895                 10,657
   Operation and maintenance                                                          41,337                 40,776
   Administrative and general                                                         29,686                 32,933
   Depreciation and amortization                                                      40,526                 40,174
   Taxes - other than income taxes                                                    10,272                  9,161
   Other                                                                                 539                    756
                                                                               -----------------      -----------------
        Total operating costs and expenses                                           386,758                302,734
                                                                               -----------------      -----------------

Operating Income                                                                     126,488                 86,967
                                                                               -----------------      -----------------

Other (Income) and Other Deductions:
   Interest expense                                                                   11,553                 13,875
   Interest income - affiliates                                                      (10,314)                (5,662)
   Allowance for equity and borrowed funds used during construction (AFUDC)           (3,398)                (1,139)
   Equity in earnings of unconsolidated affiliates                                    (1,878)                  (614)
   Miscellaneous other (income) deductions, net                                       (1,134)                   879
                                                                               -----------------      -----------------
        Total other (income) deductions                                               (5,171)                 7,339
                                                                               -----------------      -----------------

Income before Income Taxes                                                           131,659                 79,628

Provision for Income Taxes                                                            49,733                 30,217
                                                                               -----------------      -----------------

Net Income                                                                     $      81,926          $      49,411
                                                                               =================      =================


     The  accompanying  condensed  notes are an integral part of these condensed consolidated financial statements.
</TABLE>


<PAGE>


                   TRANSCONTINENTAL GAS PIPE LINE CORPORATION

                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
                             (Thousands of Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                          Six months ended
                                                                                               June 30
                                                                               ----------------------------------------
                                                                                     2000                   1999
                                                                               -----------------      -----------------
<S>                                                                            <C>                    <C>
Operating Revenues:
   Natural gas sales                                                           $     454,584          $     316,348
   Natural gas transportation                                                        395,032                353,717
   Natural gas storage                                                                72,132                 68,893
   Other                                                                               2,535                  4,866
                                                                               -----------------      -----------------
        Total operating revenues                                                     924,283                743,824
                                                                               -----------------      -----------------

Operating Costs and Expenses:
   Cost of natural gas sales                                                         454,591                316,348
   Cost of natural gas transportation                                                 26,010                 21,641
   Operation and maintenance                                                          84,971                 82,309
   Administrative and general                                                         63,398                 67,564
   Depreciation and amortization                                                      80,846                 80,387
   Taxes - other than income taxes                                                    20,467                 17,009
   Other                                                                               1,811                  1,772
                                                                               -----------------      -----------------
        Total operating costs and expenses                                           732,094                587,030
                                                                               -----------------      -----------------

Operating Income                                                                     192,189                156,794
                                                                               -----------------      -----------------

Other (Income) and Other Deductions:
   Interest expense                                                                   36,783                 31,927
   Interest income - affiliates                                                      (19,013)               (11,394)
   Allowance for equity and borrowed funds used during construction (AFUDC)           (6,115)                (1,994)
   Equity in earnings of unconsolidated affiliates                                    (3,771)                  (713)
   Miscellaneous other (income) deductions, net                                       (1,308)                 1,719
                                                                               -----------------      -----------------
        Total other deductions                                                         6,576                 19,545
                                                                               -----------------      -----------------

Income before Income Taxes                                                           185,613                137,249

Provision for Income Taxes                                                            69,692                 52,696
                                                                               -----------------      -----------------

Net Income                                                                     $     115,921          $      84,553
                                                                               =================      =================


     The  accompanying  condensed  notes are an integral part of these condensed consolidated financial statements.
</TABLE>


<PAGE>


                   TRANSCONTINENTAL GAS PIPE LINE CORPORATION

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                             (Thousands of Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                 Six Months Ended
                                                                                                     June 30,
                                                                                         ---------------------------------
                                                                                             2000                1999
                                                                                         ------------        -------------
<S>                                                                                      <C>                 <C>
Cash flows from operating activities:

        Net income                                                                       $  115,921          $   84,553
        Adjustments  to reconcile  net income to net cash  provided by (used in)
          operating activities:
            Depreciation and amortization                                                    83,463              82,835
            Deferred income taxes                                                            17,589                 334
            Reserve for transportation and exchange imbalances                                6,429                  -
            Allowance for equity funds used during construction (AFUDC)                      (4,395)             (1,389)
            Changes in operating assets and liabilities:
               Receivables                                                                    1,347              (4,586)
               Receivables sold                                                               8,100               1,000
               Transportation and exchange gas receivables                                    7,293              20,460
               Inventories                                                                   13,528             (10,832)
               Payables                                                                      11,901              61,460
               Transportation and exchange gas payables                                         579               1,572
               Accrued liabilities                                                           21,946             (17,631)
               Reserve for rate refunds                                                     (50,507)            (97,352)
               Other, net                                                                      (716)            (36,394)
                                                                                         -------------       -------------
                     Net cash provided by operating activities                              232,478              84,030
                                                                                         -------------       -------------


Cash flows from financing activities:
        Advances from affiliate, net                                                          1,265                  -
                                                                                         -------------       -------------
                     Net cash provided by financing activities                                1,265                  -
                                                                                         -------------       -------------

Cash flows from investing activities:
        Property, plant and equipment:
            Additions, net of equity AFUDC                                                 (131,431)            (62,762)
            Changes in accounts payable                                                      (8,242)             (6,750)
        Advances to affiliates, net                                                         (97,276)              4,275
        Investments in affiliates                                                            (1,681)            (21,200)
        Other, net                                                                            4,340               2,290
                                                                                         -------------       -------------
                     Net cash used in investing activities                                 (234,290)            (84,147)
                                                                                         -------------       -------------

Net (decrease) in cash                                                                         (547)               (117)
Cash at beginning of period                                                                     843               1,470
                                                                                         -------------       -------------
Cash at end of period                                                                    $      296          $    1,353
                                                                                         =============       =============


Supplemental disclosures of cash flow information:
        Cash paid during the year for:
            Interest (exclusive of amount capitalized)                                   $   32,374          $   53,478
            Income taxes paid                                                                21,977              42,459


         The  accompanying  condensed  notes  are  an  integral  part  of  these condensed consolidated financial statements.
</TABLE>


<PAGE>



                   TRANSCONTINENTAL GAS PIPE LINE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       1. CORPORATE STRUCTURE AND CONTROL

      Transcontinental Gas Pipe Line Corporation (Transco) is a wholly-owned
subsidiary of Williams Gas Pipeline Company (WGP). WGP is
a wholly-owned subsidiary of The Williams Companies, Inc. (Williams).

                            2. BASIS OF PRESENTATION

      The condensed  consolidated  financial  statements include the accounts of
Transco and its majority-owned subsidiaries.  Companies in which Transco and its
subsidiaries  own 20 percent to 50 percent  of the voting  common  stock  and/or
exercise significant influence are accounted for under the equity method.

      The condensed  consolidated  financial  statements have been prepared from
the books and records of Transco without audit. Certain information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles have been condensed or omitted.
These condensed  consolidated financial statements should be read in conjunction
with the  consolidated  financial  statements and the notes thereto  included in
Transco's  1999 Annual Report on Form 10-K and 2000 First Quarter Report on Form
10-Q.

      Through an agency agreement,  Williams Energy Services Company (WESCO), an
affiliate of Transco,  manages all jurisdictional merchant gas sales of Transco,
receives all margins  associated  with such  business  and, as Transco's  agent,
assumes  all market and credit risk  associated  with  Transco's  jurisdictional
merchant gas sales.  Consequently,  Transco's  merchant gas sales service has no
impact on its operating income or results of operations.

      Because of its rate structure and historical maintenance schedule, Transco
typically experiences lower operating income in the second and third quarters as
compared to the first and fourth quarters.

      The  Financial  Accounting  Standards  Board  (FASB)  issued  Statement of
Financial  Accounting  Standards  (SFAS) No.  133,  "Accounting  for  Derivative
Instruments  and  Hedging  Activities".  This  standard,  as  amended,  will  be
effective for Transco beginning January 1, 2001. This standard requires that all
derivatives be recognized as assets or liabilities in the balance sheet and that
those  instruments  be  measured  at fair  value.  The effect of  adopting  this
standard on Transco's  results of  operations  and  financial  position is being
evaluated.
<PAGE>

      The  FASB  issued   Interpretation   No.  44,   "Accounting   for  Certain
Transactions  Involving Stock  Compensation." This  interpretation  modifies the
current  practice of  accounting  for  certain  stock  award  agreements  and is
generally  effective  beginning  July  1,  2000.  The  initial  impact  of  this
interpretation  on Transco's  results of operations and financial  position will
not be material.

      Certain  reclassifications have been made in the 1999 financial statements
to conform to the 2000 presentation.

                    3. CONTINGENT LIABILITIES AND COMMITMENTS

      There have been no new developments from those described in Transco's 1999
Annual Report on Form 10-K or 2000 First Quarter  Report on Form 10-Q other than
as described below.

Rate and Regulatory Matters

      GENERAL RATE CASE  (Docket No.  RP97-71)  On  November  1, 1996,  Transco
submitted to the FERC a general rate case filing principally designed to recover
costs associated with increased  capital  expenditures.  These increased capital
expenditures primarily relate to system reliability, integrity and Clean Air Act
compliance.

      When stated on a comparable basis, the rates Transco placed into effect on
May 1, 1997,  subject to refund,  represented an annual cost of service increase
of  approximately  $47  million  over the cost of service  underlying  the rates
contained in the  settlement of Transco's  last general rate filing  (Docket No.
RP95-197).

      The filing also included (1) a pro-forma  proposal to roll-in the costs of
Transco's  Leidy Line and  Southern  expansion  incremental  projects  and (2) a
pro-forma  proposal to make  interruptible  transportation  (IT) backhaul  rates
equal to the IT forward haul rates.

      On November 29, 1996, the FERC issued an order accepting Transco's filing,
suspending  its  effectiveness  until  May 2,  1997  (subsequently  revised,  on
rehearing,   to  May  1,  1997)  and  establishing  a  hearing  to  examine  the
reasonableness of Transco's proposed rates. In addition,  the order consolidated
Transco's  pro forma  roll-in  proposal  with the Phase II hearing in Docket No.
RP95-197.
<PAGE>

      On January  20,  1998,  Transco  filed a  Stipulation  and  Agreement  for
approval by the FERC,  which resolves all cost of service,  throughput and other
issues in this proceeding,  except rate of return, capital structure and certain
minor cost allocation and rate design issues.  On June 12, 1998, the FERC issued
an order approving the settlement.  On October 30, 1998,  Transco issued refunds
in  connection  with the  settlement in the amount of $89.5  million,  including
interest,  for which Transco had previously  provided a reserve.  The issues not
resolved  by  the  settlement  were  litigated  by  the  parties  before  a FERC
Administrative  Law Judge (ALJ).  On March 30, 1999,  the ALJ issued her initial
decision  which is  consistent  with the rate of return  and  capital  structure
policies FERC announced in Docket No. RP95-197. Applying these policies, the ALJ
recommended utilization of Transco's own capital structure,  consisting of 60.2%
equity,  and a return on equity of 12.40%. On March 17, 2000, the FERC issued an
order which,  among other  things,  affirmed  the ALJ's  decision on the rate of
return  and  capital  structures  issues.  On April 17,  2000,  several  parties
requested rehearing of, among other things, issues related to the FERC's rate of
return decision in the March 17, 2000,  order.  Transco  evaluated the effect of
the order and requests for  rehearing  and,  during the second  quarter of 2000,
reduced  its  reserve  for rate  refunds  by $71.2  million  ($62.7  million  of
principal and $8.5 million of interest) to reflect its conclusion  that the risk
associated  with certain of the issues in this  proceeding has been  eliminated.
Transco  believes  its  remaining  reserve for rate  refunds is adequate for any
refunds that may be required.

      GENERAL RATE CASE (Docket No.  RP95-197) On March 1, 1995,  Transco  filed
with the FERC a  general  rate  case  that  proposed  changes  in the  rates for
Transco's  transportation,  sales and storage  service rate schedules  effective
April 1, 1995.  All issues in this case have been  resolved  except for  certain
cost  allocation  and rate design  issues,  including  most notably the issue of
rolled-in pricing for incremental Leidy Line services.

      The hearing on these cost  allocation and rate design issues  concluded in
November 1996, and a supplemental hearing to consider Transco's roll-in proposal
filed in Docket No. RP97-71,  was completed in June 1997. On March 24, 1998, the
ALJ issued an initial decision concluding, among other things, that with respect
to the main issue of  rolled-in  pricing the  proponents  of roll-in,  including
Transco, must satisfy the burden under Section 5 of the NGA and demonstrate that
Transco's  existing  incremental  rate treatment is unjust and  unreasonable and
that the proposed rolled-in rate treatment is just and reasonable. The ALJ ruled
that neither Transco nor any of the other roll-in  proponents had satisfied that
burden and, therefore,  that Transco's existing  incremental rate treatment must
remain in effect. On April 16, 1999, the FERC issued an order reversing the ALJ,
concluding  that  Transco's  proposal  did not have to meet the Section 5 burden
discussed above and that under the appropriate standard,  Section 4, Transco had
demonstrated  that its proposal was just and reasonable.  As a result,  the FERC
remanded to the ALJ issues  regarding the  implementation  of Transco's  roll-in
proposal.  Several parties have filed requests for rehearing of the FERC's April
16,  1999  order.  On April 4, 2000,  the ALJ issued an initial  decision on the
remanded issues relating to the  implementation  of Transco's  roll-in proposal.
The ALJ ruled in favor of  Transco's  positions,  with the  exception  of one of
Transco's proposed cost allocation changes and a requirement that the roll-in of
the costs of the incremental  projects into Transco's  system rates be phased in
over a three-year period. The ALJ's initial decision is subject to review by the
FERC.

      PRODUCTION AREA RATE DESIGN (Docket Nos. RP92-137,  RP93-136 and RP98-381)
Transco has  expressed to the FERC concerns that  inconsistent  treatment  under
Order 636 of Transco and its competitor pipelines with regard to rate design and
cost  allocation  issues in the production  area may result in rates which could
make Transco less competitive,  both in terms of  production-area  and long-haul
transportation.  A hearing  before an ALJ (Docket Nos.  RP92-137 and  RP93-136),
dealing  with,  among  other  things,  Transco's  production-area  rate  design,
concluded  in June 1994.  On July 19, 1995,  the ALJ issued an initial  decision
finding that Transco's  proposed  production area rate design,  and its existing
use of a system  wide cost of service  and  allocation  of firm  capacity in the
production area are unjust and unreasonable.  The ALJ therefore recommended that
Transco divide its costs between its production area and market area, and permit
its customers to renominate their firm entitlements.
<PAGE>

      On July 3, 1996,  the FERC issued an order on review of the ALJ's  initial
decision concerning,  among other things, Transco's production area rate design.
The FERC  rejected  the ALJ's  recommendations  that  Transco  divide  its costs
between  its  production  area and market  area,  and permit  its  customers  to
renominate  their firm  entitlements.  The FERC also  concluded that Transco may
offer firm service on its supply  laterals  through an open season and eliminate
its IT feeder service in favor of an interruptible  service option that does not
afford  shippers  feeding  firm  transportation  on  Transco's  production  area
mainline a priority  over other  interruptible  transportation.  On December 18,
1996,  the FERC denied  rehearing  of its July 3, 1996 Order.  Several  parties,
including  Transco,  filed petitions for review in the D.C. Circuit Court of the
FERC's orders addressing  production area rate design issues. Those appeals were
held in abeyance  pending the outcome of the proceedings in Transco's Docket No.
RP98-381.  In light of the FERC's orders rejecting  Transco's proposal in Docket
No. RP98-381,  Transco withdrew its appeal and the remaining appeal was restored
to the active  docket.  On March 24,  2000,  the D.C.  Circuit  Court issued its
opinion in the remaining  appeal.  The court  determined that the FERC failed to
adequately explain its decision to reject Transco's  production area rate design
proposal  for its supply  laterals,  and  remanded the case back to the FERC for
further  action.  On July 31,  2000,  the FERC  issued an order  asking that the
parties  submit  briefs  on  various  issues  in  order  to  assist  the FERC in
determining how best to proceed in this case.

      TILDEN/MCMULLEN FACILITIES SPIN-DOWN PROCEEDING (Docket Nos. CP98-236 and
242) In  February  1998,  Transco  filed an  application  with the FERC  seeking
authorization  to abandon  Transco's  onshore  Tilden/McMullen  Gathering System
located in Texas by conveyance  to Williams Gas  Processing - Gulf Coast Company
(Gas Processing).  Gas Processing filed a contemporaneous  request that the FERC
declare  that  the  facilities  sought  to  be  abandoned  would  be  considered
nonjurisdictional  gathering facilities upon transfer to Gas Processing.  In May
1999,  the FERC  issued  an order in which it  determined  that  certain  of the
facilities would be gathering facilities upon transfer to Gas Processing,  i.e.,
1) those  facilities  upstream of and including  the Tilden Plant,  2) the South
McMullen and Goebel Laterals located  downstream of the Tilden Plant, and 3) the
small,  short laterals which branch out from the McMullen Lateral  downstream of
the  Tilden  Plant  at  several  points  along  its  length.  However,  the FERC
determined that the McMullen  Lateral itself,  as well as two compressor  units,
are jurisdictional  facilities,  but authorized their abandonment subject to Gas
Processing obtaining a certificate to operate those facilities. On June 3, 1999,
Transco and Gas  Processing  filed for rehearing of the order with regard to the
facilities classified by the FERC as jurisdictional  facilities,  and on October
5, 1999, the FERC denied the rehearing request.  On March 7, 2000, Transco filed
a limited NGA Section 4 filing with the FERC,  notifying  the FERC that  Transco
intended to effectuate  the spin-down to Gas  Processing of the  Tilden-McMullen
facilities determined by the FERC to be nonjurisdictional   gathering facilities
to be effective  April 1, 2000, and adjusting  Transco's  rates on a prospective
basis  effective  with the spin-down to reflect a decrease in Transco's  overall
cost of service,  rate base and operation and maintenance expense resulting from
the spin-down. The net book value of the facilities included in this limited NGA
filing is approximately  $18 million and annual operating income associated with
these facilities is estimated to be less than $1 million.  On April 6, 2000, the
FERC issued an order  accepting  the March 7, 2000,  filing  effective  April 1,
2000,  subject to refund and the outcome of the Docket No.  RP97-71  proceeding.
Effective  April 1, 2000, the applicable  Tilden/McMullen  facilities  were spun
down by Transco through a non-cash dividend of $18.1 million.
<PAGE>

Legal Proceedings

      Royalty  claims and  litigation  On March 15, 1994, a lawsuit was filed in
the 189th  Judicial  District Court of Harris  County,  Texas (Texaco,  Inc. vs.
Transcontinental Gas Pipe Line Corporation).  In this lawsuit, the plaintiff has
claimed  approximately $23 million,  including  interest and attorneys' fees for
reimbursements  of  settlement  amounts paid to royalty  owners.  On October 16,
1997,  a jury verdict in this case found that Transco was required to pay Texaco
damages of $14.5 million plus $3.75 million in attorney's  fees. The trial judge
initially  deferred entering judgment and directed the parties to participate in
mediation of this matter. Following mediation in 1998, which did not result in a
resolution of this matter, the trial judge entered judgment  consistent with the
jury verdict and also awarded  prejudgment  interest of $5.0 million. On June 8,
2000,  the Texas Court of Appeals  affirmed  the trial court  judgement by a 2-1
vote. Transco is seeking rehearing of the decision and continues to believe that
it has meritorious defenses to Texaco's claims.

Summary

      While no  assurances  may be  given,  Transco  does not  believe  that the
ultimate  resolution of the foregoing  matters and those  described in Transco's
1999  Annual  Report on Form 10-K and 2000  First  Quarter  Report on Form 10-Q,
taken as a whole and after  consideration  of  amounts  accrued,  recovery  from
customers, insurance coverage or other indemnification arrangements, will have a
materially adverse effect upon Transco's future financial  position,  results of
operations or cash flow requirements.


                       4. DEBT AND FINANCING ARRANGEMENTS

Long-term Debt

      Williams and certain of its subsidiaries,  including Transco,  are parties
to a $1 billion credit  agreement  (Credit  Agreement),  under which Transco can
borrow up to $400 million if the funds available under the Credit Agreement have
not been borrowed by Williams or other  subsidiaries.  Interest  rates vary with
current market  conditions based on the base rate of Citibank N.A.,  three-month
certificates of deposit of major United States money market banks, federal funds
rate or the  London  Interbank  Offered  Rate.  The  Credit  Agreement  contains
restrictions  which  limit,  under  certain   circumstances,   the  issuance  of
additional  debt,  the  attachment  of liens on any  assets  and any  change  of
ownership of Transco. As of June 30, 2000, Transco had no outstanding borrowings
under this agreement.  Subsequent to June 30, 2000,  Williams' $1 billion Credit
Agreement was terminated and replaced with a $700 million credit  agreement that
excludes  Williams  Communications  Group  Inc.  (WCG).  The  terms  of this new
agreement as they relate to Transco are similar to the previous agreement.
<PAGE>

Sale of Receivables

      Transco  is a party to an  agreement  that  expires on  January  26,  2001
pursuant  to  which  Transco  can  sell to an  investor  up to $100  million  of
undivided  interest  in certain of its trade  receivables.  At June 30, 2000 and
December 31, 1999, interests in these receivables held by the investor were $100
million and $92 million, respectively.

ITEM 2.  Management's Narrative Analysis of Results of Operations.

      The  following   discussion   should  be  read  in  conjunction  with  the
consolidated  financial  statements,  notes and management's  narrative analysis
contained in Items 7 and 8 of Transco's  1999 Annual  Report on Form 10-K and in
Transco's  2000  First  Quarter  Report  on Form  10-Q and  with  the  condensed
consolidated financial statements and notes contained in this report.

                              RESULTS OF OPERATIONS

Net Income and Operating Income

      Transco's  net income for the six  months  ended June 30,  2000 was $115.9
million  compared to net income of $84.6  million for the six months  ended June
30,  1999.  Operating  income for the six months  ended June 30, 2000 was $192.2
million  compared to $156.8  million for the six months ended June 30, 1999. The
higher  operating income of $35.4 million was primarily the result of higher gas
transportation  and  storage  revenues  and  lower  administrative  and  general
expenses,  partly offset by lower other operating  revenues,  and higher cost of
natural gas transportation,  operations and maintenance expense, and taxes other
than  income  taxes,  as  discussed  below.  The  increase  in  net  income  was
attributable  to the  increased  operating  income,  as well as higher  interest
income from affiliates,  higher allowance for funds used during construction due
primarily to a greater amount of capital projects under  construction and higher
equity in earnings of  unconsolidated  affiliates due primarily to earnings from
Pine  Needle LNG  Company  and  Cardinal  Pipeline  Company  that were placed in
service  during  1999,  partially  offset by higher  net  interest  expense  due
primarily to adjustments to estimates of interest  associated  with the recovery
of prior years' tracked gas costs.

      Because of its rate structure and historical maintenance schedule, Transco
typically experiences lower operating income in the second and third quarters as
compared to the first and fourth quarters.
<PAGE>

Transportation Revenues

      Transco's  operating revenues related to its  transportation  services for
the six months  ended June 30,  2000 were  $395.0  million,  compared  to $353.7
million  for the six months  ended  June 30,  1999.  The  higher  transportation
revenues were due to a positive  adjustment in the second quarter of 2000 to the
reserve for rate  refunds in  Transco's  general  rate case  Docket No.  RP97-71
($62.7  million),  and higher demand  revenues ($11.1 million) due to the FERC's
March 17, 2000 order as discussed  below.  This was partly  offset by a positive
adjustment  in the second  quarter of 1999 to the  reserve  for rate  refunds in
Transco's  general rate case Docket No.  RP95-197 ($28.1 million) and a decrease
in commodity  revenues  ($3.4  million) due primarily to lower  production  area
interruptible  transportation  revenues and the spin down of the Tilden/McMullen
facilities effective April 1, 2000.

      Based on  Transco's  evaluation  of the  FERC's  March 17,  2000 order and
requests by several  parties for rehearing of the FERC's order,  Transco reduced
its reserve for rate refunds  ($62.7  million of  principal  and $8.5 million of
interest) in the second quarter of 2000 to reflect its conclusion  that the risk
associated with certain of the issues in this proceeding has been eliminated.

      As shown in the table below,  Transco's total  market-area  deliveries for
the six months ended June 30, 2000 increased 33.6 trillion British Thermal Units
(TBtu)  (4.6%) when  compared to the same period in 1999.  This is primarily the
result of  increased  deliveries  related  to  incremental  projects.  Transco's
production area deliveries for the six months ended June 30, 2000 increased 35.7
TBtu (34.2%) when compared to the same period in 1999 due primarily to increased
liquefiables transportation.

      As a result of a straight  fixed-variable (SFV) rate design,  increases or
decreases  in firm  transportation  volumes  in  comparable  facilities  have no
significant  impact  on  operating  income;   however,   because   interruptible
transportation  rates  have  components  of fixed and  variable  cost  recovery,
increases or decreases in interruptible transportation volumes do have an impact
on operating income.

                                                      Six Months
                                                    Ended June 30,
                                              -------------------------

Transco System Deliveries (TBtu)                 2000           1999
                                              ----------     ----------

Market-area deliveries:
     Long-haul transportation                    399.6           437.1
     Market-area transportation                  365.3           294.2
                                              ----------     ----------
         Total market-area deliveries            764.9           731.3
Production-area transportation                   140.2           104.5
                                              ----------     ----------
         Total system deliveries                 905.1           835.8
                                              ==========     ==========


Average Daily Transportation Volumes (TBtu)        5.0             4.6
Average Daily Firm Reserved Capacity (TBtu)        6.4             6.1
<PAGE>

     Transco's facilities are divided into seven rate zones. Four are located in
the  production  area and  three  are  located  in the  market  area.  Long-haul
transportation is gas that is received in one of the  production-area  zones and
delivered in a market-area zone. Market-area  transportation is gas that is both
received and delivered within market-area zones. Production-area  transportation
is gas that is both received and delivered within production-area zones.

     See Note 3 of the Notes to Condensed  Consolidated  Financial  Statements
for a discussion of recent developments in Transco's rate and regulatory
matters.

Sales Revenues

     Transco makes jurisdictional  merchant gas sales to customers pursuant to a
blanket  sales  certificate  issued by the FERC,  with most of those sales being
made  through a Firm Sales (FS)  program  which  gives  customers  the option to
purchase  daily  quantities of gas from Transco at  market-responsive  prices in
exchange for a demand charge payment.

     Through an agency  agreement with Transco,  WESCO, an affiliate of Transco,
manages Transco's  jurisdictional  merchant gas sales,  excluding Transco's cash
out sales in settlement of gas  imbalances.  The long-term  purchase  agreements
managed by WESCO remain in Transco's name, as do the corresponding sales of such
purchased gas. Therefore, Transco continues to record natural gas sales revenues
and the  related  accounts  receivable  and cost of  natural  gas  sales and the
related accounts payable for the jurisdictional  merchant sales that are managed
by WESCO.  Through the agency agreement,  WESCO receives all margins  associated
with jurisdictional merchant gas sales business and, as Transco's agent, assumes
all market and credit risk associated with Transco's jurisdictional merchant gas
sales.  Consequently,  Transco's  merchant  gas sales  service  has no impact on
Transco's operating income or results of operations.

     Transco's  operating  revenues  for the six  months  ended  June 30,  2000,
related to its sales services,  including Transco's cash out sales in settlement
of gas imbalances,  increased $138.2 million to $454.6 million, when compared to
the same period in 1999. The increase was primarily due to higher cash out sales
related to the  settlement of  imbalances,  and a higher  average sales price of
$2.99 per dekatherm  for the six months  ending June 30, 2000,  versus $1.99 for
the same period of 1999, partially offset by lower merchant gas sales volumes.

                                   Six Months
                                 Ended June 30,
                             -------------------------
Gas Sales Volumes (TBtu)       2000             1999
                             --------         --------

Long-term sales                96.2            104.2
Short-term sales               20.1             17.0
                             --------         --------
     Total gas sales          116.3            121.2
                             ========         ========
<PAGE>

Storage Revenues

     Transco's  operating  revenues related to storage  services  increased $3.2
million to $72.1 million for the six months ended June 30, 2000 when compared to
the same period in 1999. This revenue  increase is primarily due to $2.5 million
of higher  storage  demand  charges  and a $1.0  million  increase  from  higher
underground storage rates charged by others.

Other Operating Revenues

     Other operating revenues decreased $2.3 million to $2.5 million for the six
months  ended  June 30,  2000 when  compared  to the same  period in 1999.  This
decrease is primarily due to lower Parking and Borrowing  Service revenues ($1.4
million) and lower liquids transportation ($0.4 million).

Operating Costs and Expenses

      Excluding the cost of natural gas sales of $455 million for the six months
ended  June  30,  2000 and  $316  million  for the  comparable  period  in 1999,
Transco's  operating  expenses  for the six  months  ended June 30,  2000,  were
approximately  $6.8  million  higher than the  comparable  period in 1999.  This
increase   was   primarily   attributable   to  higher   cost  of  natural   gas
transportation,  operation and  maintenance  expense and taxes other than income
taxes,  partially offset by lower administrative and general expense. The higher
cost of  natural  gas  transportation  was due to a $6.4  million  loss  accrual
associated  with the  settlement of historical  transportation  and exchange gas
imbalances.   The  higher  operation  and  maintenance   expense  was  primarily
attributable  to higher  underground  gas storage  rates charged by others ($1.1
million),  employee expenses ($0.8 million),  and materials ($0.7 million).  The
higher taxes other than income taxes was due to higher  franchise and ad valorum
tax accruals ($1.1 million) and to a 1999  adjustment  ($2.4 million) to a prior
year  estimate  for  franchise,  payroll and sales and use tax  accruals.  Lower
administrative and general expense was due to lower professional  services ($2.8
million),  resulting from lower year 2000 computer systems costs, lower building
rent ($0.6  million),  and lower  postretirement  benefits  other than  pensions
expense ($0.6  million),  partially  offset by higher  employee  expenses  ($0.6
million).

                         CAPITAL RESOURCES AND LIQUIDITY

Method of Financing

      Transco  funds its  capital  requirements  with cash flows from  operating
activities,  including  the  sale of trade  receivables,  by  accessing  capital
markets, by repayments of funds advanced to Williams or WGP, by borrowings under
the Credit  Agreement and short-term  money market  facilities and, if required,
advances from Williams.  At June 30, 2000, there were no outstanding  borrowings
under the Credit  Agreement and no short-term  money market  facilities  were in
place.  Subsequent to June 30, 2000,  Williams' $1 billion Credit  Agreement was
terminated and replaced with a $700 million credit  agreement that excludes WCG.
The terms of this new  agreement  as they  relate to Transco  are similar to the
previous agreement.
<PAGE>

     In 1997,  Transco filed a  registration  statement  with the Securities and
Exchange  Commission and, at June 30, 2000,  $200 million of shelf  availability
remains  under  this  registration  statement  which  may be used to issue  debt
securities.  Interest rates and market  conditions will affect amounts borrowed,
if any,  under this  arrangement.  Transco  believes  any  additional  financing
arrangements, if required, can be obtained on reasonable terms.

     As a participant in Williams'  cash  management  program,  Transco has made
advances  to  Williams or WGP.  At June 30,  2000,  there were no  advances  due
Transco by Williams.  At June 30, 2000,  the advances due Transco by WGP totaled
$597.9  million  of  which  $19.9  million   associated   with  WGP's  long-term
investments was classified as a long-term advance in the accompanying  Condensed
Consolidated Balance Sheet.

Capital Expenditures

     As shown in the table below, Transco's capital expenditures and investments
in  affiliates  for the six months  ended  June 30,  2000 were  $141.4  million,
compared to $90.7 million for the six months ended June 30, 1999.
<TABLE>
<CAPTION>
                                                                            Six Months
                                                                          Ended June 30,
                                                                       ----------------------
Capital Expenditures and Investments in Affiliates                      2000          1999
                                                                       --------     ---------
                                                                           (In Millions)
<S>                                                                    <C>          <C>
Market-area projects                                                   $   58.0     $   12.1
Supply-area projects                                                        2.3          -
Maintenance of existing facilities and other projects                      79.4         57.4
Investment in affiliates                                                    1.7         21.2
                                                                       --------     ---------
      Total capital expenditures and investments in affiliates         $  141.4     $   90.7
                                                                       ========     =========
</TABLE>

      Transco's capital expenditures budget for 2000 and future capital projects
are  discussed  in its 1999  Annual  Report on Form 10-K and 2000 First  Quarter
Report on Form 10-Q. The following describes significant developments related to
those projects and any new projects proposed by Transco.

      MARKETLINK EXPANSION PROJECT On May 13, 1998, Transco filed an application
with the FERC for  approval to  construct  and operate  mainline  and Leidy Line
facilities  to create an  additional  676 million cubic feet per day (MMcf/d) of
firm  transportation  capacity to serve increased demand in the mid-Atlantic and
south  Atlantic  regions of the United States by a targeted  in-service  date of
November 1, 2000. The estimated cost of the proposed facilities is $529 million.
On  December  17,  1999,  the  FERC  issued  an  interim  order  giving  Transco
conditional  approval  for  MarketLink,  along  with the  Independence  Pipeline
Project and ANR Pipeline  Company's Supply Link Project,  but withholding  final
certificate authorization until Independence Pipeline Company (Independence) and
ANR Pipeline Company (ANR) file long-term, executed contracts with nonaffiliated
shippers for at least 35% of the capacity of their respective projects.  Transco
filed for rehearing of the interim order.  On April 26, 2000, the FERC issued an
order on  rehearing  which  authorized  Transco to proceed  with the Market Link
project subject to certain  conditions.  On May 23, 2000, Transco filed a letter
with the FERC accepting the MarketLink certificate.
<PAGE>

      INDEPENDENCE PIPELINE PROJECT In March 1997, as amended in December 1997,
Independence  filed an  application  with FERC for  approval  to  construct  and
operate a new pipeline  consisting  of  approximately  400 miles of 36-inch pipe
from ANR Pipeline  Company's existing  compressor  station at Defiance,  Ohio to
Transco's facilities at Leidy,  Pennsylvania.  The Independence Pipeline Project
is proposed to provide approximately 916 MMcf/d of firm transportation  capacity
by a requested  in-service date of November 2000.  Independence is owned equally
by wholly-owned subsidiaries of Transco, ANR, and National Fuel Gas Company. The
estimated   cost  of  the  project  is  $678  million,   and  Transco's   equity
contributions  are  estimated  to be  approximately  $68  million  based  on its
expected  one-third  ownership  interest in the project.  As mentioned  above in
connection  with the  MarketLink  Project,  on  December  17, 1999 the FERC gave
conditional  approval  for  the  Independence   Pipeline  project,   subject  to
Independence  filing long-term,  executed contracts with nonaffiliated  shippers
for at  least  35% of  the  capacity  of the  project.  Independence  filed  for
rehearing  of the interim  order.  On April 26,  2000,  the FERC issued an order
denying  rehearing  and  requiring  that  Independence  submit by June 26, 2000,
agreements with  nonaffiliated  shippers for at least 35% of the capacity of the
project.  Independence  met this  requirement,  and on July 12,  2000,  the FERC
issued  an order  granting  the  necessary  certificate  authorizations  for the
Independence Pipeline Project.

      SUNDANCE EXPANSION PROJECT On April 3, 2000, Transco filed an application
with  the  FERC  for  its  Sundance  Expansion   Project,   which  would  create
approximately  228  MMcf/d  of  additional  firm  transportation  capacity  from
Transco's Station 65 in Louisiana to delivery points in Georgia,  South Carolina
and North  Carolina.  Approximately  38 miles of new pipeline along the existing
mainline  system  will  be  installed  along  with   modifications  to  existing
compressor stations in Georgia,  South Carolina and North Carolina.  The project
has a target  in-service date of May 2002 and an estimated cost of approximately
$134 million.

      SOUTHCOAST EXPANSION PROJECT  On  May  22,  2000,  the  FERC  issued  a
certificate  of public  convenience  and  necessity  to  Transco  approving  the
construction and operation of Transco's SouthCoast Expansion Project. SouthCoast
will create approximately 200 MMcf/d of additional firm transportation  capacity
on Transco's  system from the terminus of Transco's  existing Mobile Bay Lateral
in Choctaw County, Alabama, to delivery points in Transco's Rate Zone 4 (Alabama
and Georgia).  The project has a target  in-service date of November 1, 2000 and
an estimated cost of approximately $108 million.

      CROSS BAY PIPELINE PROJECT On July 21, 2000,  Cross Bay Pipeline  Company,
L.L.C.  (Cross Bay), a limited liability company formed between  subsidiaries of
Transco,  Duke Energy and KeySpan Energy, filed an application with the FERC for
approval  of its gas  pipeline  project.  The Cross Bay  pipeline is designed to
increase  natural gas  deliveries  into the New York City  metropolitan  area by
replacing  and  uprating  pipeline  and  installing  compression  to expand  the
capacity of Transco's existing Lower New York Bay Extension by approximately 121
MMcf/d.  The project is targeted to be placed into service in December  2002 and
is estimated to cost approximately  $59.5 million.  Wholly owned subsidiaries of
Transco will operate Cross Bay and have a 37.5% ownership interest.
<PAGE>

Other Capital Requirements and Contingencies

      Transco's capital requirements and contingencies are discussed in its 1999
Annual  Report on Form 10-K and 2000 First  Quarter  Report on Form 10-Q.  Other
than as  described in Note 3 of the Notes to  Condensed  Consolidated  Financial
Statements,  there  have  been  no new  developments  from  those  described  in
Transco's  1999 Annual Report on Form 10-K and 2000 First Quarter Report on Form
10-Q with regard to other capital requirements and contingencies.

      RATE AND REGULATORY REFUNDS  Transco  has  provided  reserves  which it
believes are adequate for any rate refunds that may be required.

CONCLUSION

      Although no assurances can be given,  Transco currently  believes that the
aggregate of cash flows from operating activities, supplemented, when necessary,
by repayments of funds advanced to WGP, advances or capital  contributions  from
WGP and  borrowings  under  the  Credit  Agreement  will  provide  Transco  with
sufficient liquidity to meet its capital requirements.  When necessary,  Transco
also expects to access public and private markets on reasonable terms to finance
its capital requirements.


<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.      LEGAL PROCEEDINGS.

             See  discussion  in Note 3 of the Notes to  Condensed  Consolidated
Financial Statements included herein.

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K.

             (a)   Exhibits.

                   None

             (b)   Reports on Form 8-K.

                   None


<PAGE>



                                    SIGNATURE

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                              TRANSCONTINENTAL GAS PIPE LINE
                                              CORPORATION (Registrant)



Dated:  August 9, 2000                        By /s/ James C. Bourne
                                              ----------------------
                                              James C. Bourne
                                              Controller
                                              (Principal Accounting Officer)